Docxedo
The terms governing your firm's access to and use of the Docxedo software-as-a-service platform.
Effective date: 1 July 2026
Account means the Client's account created to access and use the Service, including all user credentials, settings, and associated data.
Affiliate means any entity that directly or indirectly controls, is controlled by, or is under common control with a party, where control means the ownership of more than 50% of the voting securities or beneficial interest.
Authorised User means any employee, contractor, or authorised representative of the Client who is granted access to the Service under the Client's Account and Subscription.
Beta Phase means the current developmental stage of the Service during which features are being tested and refined, and the Service may not be feature-complete or fully stable.
Billing Period means the monthly period for which Subscription Fees are charged, commencing on the Commencement Date and on each monthly anniversary thereafter.
Business Day means a day other than a Saturday, Sunday, or public holiday in New Zealand.
Client means the law firm or legal practice entity that accesses and uses the Service pursuant to these Terms and Conditions.
Client Data means all documents, data, and content uploaded, submitted, or processed by the Client or Authorised Users through the Service for styling and formatting, including client files, legal documents, and work product. Client Data is distinct from Account Data (account credentials, settings, and administrative information) and, consistent with clause 5, is processed in real time and not retained by the Provider after processing.
Commencement Date means the date on which the Client first accesses the Service or the date specified in the Subscription confirmation, whichever is earlier.
Confidential Information means all information disclosed by one party to the other that is marked as confidential or would reasonably be considered confidential, including technical specifications, business plans, pricing, and Client Data.
Custom Firm-Wide Option means the bespoke firm-wide or custom licensing arrangement negotiated separately for law firms requiring a customised enterprise solution or specific customised features, as an alternative to the per-user tiers.
Documentation means the user guides, technical specifications, help files, and other materials provided by the Provider relating to the use of the Service.
Fees means the Subscription Fees and any other charges payable by the Client under these Terms and Conditions.
Gemini Flash 2.5 means the Google artificial intelligence model used by the Service for document labelling and categorisation purposes.
Intellectual Property Rights means all patents, trademarks, service marks, trade names, domain names, copyrights, design rights, database rights, trade secrets, know-how, and other intellectual property rights, whether registered or unregistered.
Normal Business Hours means 9:00 am to 5:00 pm New Zealand time on Business Days.
Privacy Laws means the Privacy Act 2020 and any other applicable privacy, data protection, or information security laws in New Zealand.
Provider means Stratos Technology Partners Limited (NZBN 9429031150002) or its designated successor entity that owns and operates the Docxedo platform.
Security Incident means any unauthorised access to, or unauthorised acquisition, disclosure, loss, or destruction of Client Data or any actual or reasonably suspected breach of the security measures protecting Client Data.
Service means the Docxedo software-as-a-service platform, including all features, functionality, updates, and associated services provided by the Provider.
Subscription means the Client's right to access and use the Service for the Subscription Term in accordance with the selected Subscription Plan.
Subscription Fees means the fees payable by the Client for the Subscription as set out in clause 4.
Subscription Plan means the tier of service selected by the Client, being either Tier 1 (1-3 users), Tier 2 (4+ users), or the Custom Firm-Wide Option.
Subscription Term means the period during which the Subscription remains active, commencing on the Commencement Date and continuing on a month-to-month basis until terminated in accordance with these Terms and Conditions.
Third-Party Service means any software, service, or system provided by a party other than the Provider that is integrated with or used by the Service, including cloud infrastructure providers and AI services.
Zero Data Retention Agreement means the contractual arrangement between the Provider and Google whereby Gemini Flash 2.5 does not retain, store, or use Client Data for model training or any other purpose beyond the immediate processing transaction.
AES 256 means the Advanced Encryption Standard with 256-bit keys used for encryption of Client Data at rest.
Legal Professional Privilege means the doctrine of legal professional privilege as recognised under New Zealand common law and statute, including but not limited to the Evidence Act 2006.
1.2.1Headings are for convenience only and do not affect interpretation.
1.2.2Words in the singular include the plural and vice versa; references to persons include individuals, companies, partnerships and other legal entities; and other grammatical forms of a defined term have corresponding meanings.
1.2.3References to clauses and schedules are to clauses of, and schedules to, these Terms and Conditions, and cross-references are for convenience only.
1.2.4"Including" and "includes" are not words of limitation, and an obligation not to do something includes an obligation not to allow it to be done.
1.2.5References to legislation include all amendments, replacements and subordinate legislation.
1.2.6"Written" or "in writing" includes email where the sender can reasonably confirm receipt, and a reference to a party includes its successors and permitted assigns.
1.2.7"Shall" and "must" denote mandatory obligations, "may" denotes permission, and "will" denotes future intent.
1.2.8Time is of the essence for all payment obligations and notice periods.
1.2.9All monetary amounts are in New Zealand dollars unless stated otherwise, and "days" means calendar days unless "Business Days" is specified.
1.3.1In the event of any conflict or inconsistency, the order of precedence is: (a) the main body of these Terms and Conditions; (b) any schedules or annexures; and (c) the Documentation.
1.3.2Any specific terms agreed in writing between the parties that amend or supplement these Terms and Conditions shall take precedence over the standard provisions to the extent of any inconsistency.
1.3.3In the event of any conflict between the provisions of these Terms and Conditions and any applicable Privacy Laws or other mandatory New Zealand legislation, the legislation shall prevail.
2.1.1The Service is a cloud-based software-as-a-service platform that assists law firms with document management, organisation, and workflow automation, using artificial intelligence to provide document labelling, categorisation, and related functionality.
2.2.1The Service is provided during the Beta Phase on an "as available" basis and at the Client's own risk, subject to the disclaimers in clause 8. The Provider may modify, suspend, or discontinue any feature during the Beta Phase and will give reasonable notice of any planned transition out of the Beta Phase (including reasonable data-migration assistance). The Client must maintain its own backup copies of Client Data, evaluate the suitability of the Service for its practice areas, and apply appropriate internal review of AI-generated outputs.
2.3.1The Client must ensure that all Authorised Users are qualified legal practitioners or supervised staff complying with New Zealand regulatory requirements, and must not use the Service for any purpose that could compromise Legal Professional Privilege or client confidentiality.
2.3.2The Client remains solely responsible for determining whether any document or information may be uploaded without waiving privilege. The Provider does not provide legal advice and has no liability for any loss of privilege arising from the Client's use of the Service.
2.4.1The Provider will use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, subject to scheduled and unplanned maintenance, and will give reasonable notice of scheduled maintenance where practicable, conducting it outside Normal Business Hours where possible.
2.5.1The Service uses Gemini Flash 2.5, a large language model developed by Google, to analyse and label documents processed by Authorised Users. All AI processing occurs in real time with no persistent storage of document content beyond the immediate transaction.
2.5.2Under the Zero Data Retention Agreement between the Provider and Google, Client Data transmitted to Gemini Flash 2.5 is not retained, logged, or used to train or improve any Google model, and is deleted immediately upon completion of each processing request. The Provider will notify the Client promptly if that agreement is materially amended or terminated, and will confirm its status on written request.
2.5.3The Client acknowledges that AI-generated outputs may contain errors and remains responsible for reviewing and verifying all outputs before relying on them. The Client must not use the Service to process information that is illegal, defamatory, or in violation of third-party rights.
2.6.1The Service is hosted on Microsoft Azure infrastructure with data centres in Australia and New Zealand. The Provider will not store Client Data outside Australia or New Zealand without the Client's prior written consent.
2.6.2Client Data is encrypted at rest using AES 256-bit encryption and in transit using TLS 1.2 or higher, and the Provider relies on the security capabilities of the underlying Azure infrastructure.
2.6.3The Provider's personnel do not have access to the content of Client Data. Access to the underlying infrastructure is restricted to authorised technical personnel for system administration, security monitoring, and technical support, subject to strict access controls and audit logging.
2.6.4The Provider will, where it holds them, provide the Client with a summary of its most recent security testing results on reasonable request, subject to confidentiality obligations.
2.7.1The Provider may update, modify, or enhance the Service from time to time, including adding or removing features. It will use reasonable efforts to notify the Client of material changes that may adversely affect the Client's use, giving at least 14 days' notice of material functional changes where practicable, except that critical security patches may be deployed at any time without notice.
3.1.1Subject to the Client's compliance with these Terms and Conditions and payment of the Subscription Fees, the Provider grants the Client a non-exclusive, non-transferable, revocable, limited licence to access and use the Service during the Subscription Term for the Client's internal business purposes in accordance with the Documentation, limited to the number of Authorised Users permitted under the selected Subscription Plan.
3.2.1The Client must select one of the Subscription Plans listed on the website or a customised enterprise solution negotiated separately with the Provider, which may include volume discounts, dedicated support, or additional functionality as agreed in writing.
3.2.2The Client may add Authorised Users during the Subscription Term by written notice; additional users are charged pro-rata for the remainder of the current Billing Period and at the applicable rate thereafter. Pricing is based on the highest number of Authorised Users during a Billing Period.
3.2.3The Client must promptly notify the Provider of any material change in Authorised User numbers. The Provider may monitor and, on reasonable notice, audit user counts to verify compliance with the selected Subscription Plan.
3.3.1The Client is responsible for all activity under its Account and its Authorised Users' accounts, and must ensure each Authorised User complies with these Terms and Conditions, holds a unique login credential, and does not share credentials.
3.3.2The Client must promptly notify the Provider when any Authorised User's access should be revoked (including on cessation of employment or engagement) and must immediately disable that user's credentials, and must maintain an up-to-date register of Authorised Users available to the Provider on request.
3.3.3The Client must implement appropriate supervision of junior staff in accordance with New Zealand legal professional conduct rules. The Provider may suspend an individual user account where it reasonably suspects a breach of these Terms and Conditions.
3.4.1The Client must not, and must ensure Authorised Users do not: (a) copy, modify, adapt, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive its source code; (c) rent, lease, sell, sublicense, assign, or otherwise transfer rights to the Service; (d) use the Service to provide services to third parties (including on a service bureau or timesharing basis); (e) remove or obscure any proprietary notices; (f) use the Service in breach of applicable laws; (g) introduce viruses or malicious code; (h) attempt to gain unauthorised access to the Service, other accounts, or connected systems; (i) interfere with the integrity or performance of the Service; or (j) use automated tools or bots to access the Service except as expressly permitted.
3.4.2The Client must not upload Client Data containing personal information not directly related to its legal practice, and must comply with the Lawyers and Conveyancers Act 2006 when using the Service. Any breach of these restrictions is a material breach of these Terms and Conditions.
3.5.1The Subscription commences on the Commencement Date and continues month-to-month until terminated by either party under clause 12. It automatically renews at the end of each Billing Period unless a party gives termination notice under clause 12, and continues until properly terminated regardless of any failure to issue invoices or process payments.
3.5.2The 7-day termination notice period for termination for convenience applies to both parties, and any termination notice must be in writing to be effective.
3.5.3The Provider will send renewal reminders at least 14 days before the end of each Billing Period. The Client may disable auto-renewal through Account settings but must still give formal termination notice under clause 12.
3.6.1Upgrades to a higher tier take effect immediately on confirmation, and the Provider will issue a credit note or adjustment invoice for any pro-rata change. A change to the Custom Firm-Wide Option requires separate written agreement.
3.7.1The Client must use the Service reasonably and in good faith, consistent with typical usage patterns for similar software.
3.7.2Unreasonable or excessive usage that materially affects system performance or security may result in usage limits, suspension, or additional charges, but only after the Provider notifies the Client and gives a reasonable opportunity to remedy.
4.1.1All Fees are exclusive of GST, which will be added to invoices at the applicable rate.
4.1.2Subscription Fees are calculated on the number of Authorised Users active during each Billing Period (based on active logins), with partial months charged pro-rata as (days active ÷ days in month) × the monthly fee. All pricing is subject to annual review under clause 4.4.
4.2.1Subscription Fees are payable monthly in arrears. The Provider will issue an invoice each month for the preceding Billing Period, sent electronically to the Client's nominated email address, and payment is due by the 20th day of the following month.
4.2.2All payments must be made by electronic funds transfer to the account nominated by the Provider. The Client is responsible for all bank charges, transaction fees, and currency conversion costs, and must keep its billing contact details current in the Account.
4.2.3The Provider may require direct debit authority for Clients on Custom Firm-Wide Options.
4.3.1If the Client fails to pay any amount by the due date, the Provider may charge interest on the overdue amount at a rate of 2% per month (or part month) until paid in full, with interest continuing to accrue during any suspension.
4.3.2The Provider may suspend access to the Service if any amount remains unpaid for more than 14 days after the due date (after giving at least two reminders), and may terminate under clause 12.3 if payment is not received within 30 days of the due date. Suspension does not relieve the Client of its obligation to pay, and payment of all overdue amounts and interest is a condition of reinstatement.
4.3.3All reasonable costs of debt collection, including legal fees, are payable by the Client.
4.4.1The Provider may vary the Subscription Fees on at least 30 days' written notice, except that no variation will take effect within the first three months of these Terms and Conditions. Variations take effect from the start of the Billing Period following expiry of the notice period.
4.4.2If the Client does not agree to increased Fees, it may terminate under clause 12.2 before the new Fees take effect; if it continues to use the Service after they take effect, it is deemed to have accepted them. Fee variations are not subject to a fixed percentage cap.
4.5.1Except as expressly provided in these Terms and Conditions or required by law, all Subscription Fees are non-refundable. If the Client terminates the Subscription mid-Billing Period, the Client remains liable for the Fees for the entire Billing Period, and no refund or pro-rata adjustment will be provided. This reflects the month-to-month nature of the Subscription and the costs of maintaining the Service infrastructure.
4.6.1If the Client disputes any invoice in good faith, the Client must notify the Provider in writing within 7 days of the invoice date, providing details of the dispute. The Client must pay the undisputed portion of the invoice by the due date. The parties will work together in good faith to resolve the dispute promptly. Any dispute not resolved within 14 days shall be referred to the dispute resolution procedure in clause 15.
5.1.1As between the parties, the Client retains all right, title, and interest in the Client Data, including all Intellectual Property Rights, and the Provider acquires no ownership rights in Client Data under these Terms and Conditions.
5.1.2The Client grants the Provider a limited, non-exclusive licence to use, process, and transmit Client Data solely as necessary to apply real-time styling and formatting and otherwise provide the Service. The Provider does not store or retain Client Data after processing, and will not use it for any other purpose except as required by law or with the Client's prior written consent.
5.1.3The licence survives termination only to the extent necessary to perform post-termination obligations under clause 5.6. The Client warrants that it has all rights and consents necessary to grant it.
5.2.1The Provider will process Client Data in accordance with the Privacy Laws and maintain appropriate technical and organisational measures to protect it against unauthorised or unlawful processing and accidental loss, destruction, or damage.
5.2.2To the extent the Provider processes personal information in Client Data, it acts as processor on behalf of the Client (the controller), will process such information only on the Client's documented instructions, will not use or disclose it for any other purpose, and will ensure its personnel are subject to appropriate confidentiality obligations.
5.3.1The Provider implements and maintains appropriate security measures, including: AES 256-bit encryption for Client Data at rest; TLS 1.2 or higher for Client Data in transit; multi-factor authentication for administrative access; role-based access controls; regular security patching; intrusion detection and prevention; audit logging of all access to and modification of Client Data; and regular security assessments and vulnerability testing.
5.3.2The Provider's personnel do not have access to the content of Client Data. Technical personnel may access metadata and system logs to monitor performance, diagnose issues, and maintain security, but do not view the content of uploaded documents. All infrastructure access is logged and subject to regular independent audit.
5.3.3The Provider will promptly notify the Client of any Security Incident affecting its Account Data, provide reasonable assistance in investigating and mitigating it, and maintains cyber liability insurance with limits appropriate to the volume and sensitivity of data processed. A summary of current security measures is available to the Client on reasonable request.
5.4.1All Client Data is stored and processed within Microsoft Azure data centres in Australia and New Zealand, and will not be transferred to or stored in any other jurisdiction without the Client's prior written consent. Where Client Data is transmitted to Gemini Flash 2.5 for processing, that transmission occurs under the Zero Data Retention Agreement and no Client Data is retained outside the immediate processing transaction.
5.5.1The Provider maintains regular automated backups of Client Data, stored in a geographically separate location from primary storage, with a minimum 30-day retention and point-in-time recovery, and maintains a disaster recovery plan designed to restore the Service and Client Data following a catastrophic failure, prioritising restoration of access to Client Data.
5.6.1Client Data comprising document content uploaded for styling is processed in real time and is not retained by the Provider or any third-party service provider after processing; no copies are kept.
5.6.2Account Data is retained for the duration of the Client's use of the Service and for three years following termination, after which it is deleted, unless the Client requests earlier deletion or the Provider is required by law to retain it. Any data retained for legal reasons will be isolated and access-restricted until it can be deleted.
5.7.1The Client is responsible for ensuring that its use of the Service does not result in the waiver or loss of Legal Professional Privilege over any Client Data. The Provider does not provide legal advice and does not determine whether any information is privileged; the Client is solely responsible for assessing whether uploading or processing information may affect privilege.
5.7.2The Provider will not voluntarily disclose Client Data to any third party except as required by law or as authorised by the Client, maintains internal policies prohibiting any voluntary waiver of privilege, and will cooperate with the Client in asserting privilege over Client Data.
5.7.3If any compulsory legal process seeks Client Data, the Provider will notify the Client promptly to allow it to assert privilege. The parties acknowledge that the use of AI processing does not, of itself, waive privilege where the Zero Data Retention Agreement is in force.
6.1.1Each party (the "Receiving Party") must keep confidential all Confidential Information disclosed to it by the other party (the "Disclosing Party") and use it only to perform its obligations or exercise its rights under these Terms and Conditions, protecting it with at least a reasonable degree of care and no less than the care it applies to its own confidential information.
6.1.2The Receiving Party may disclose Confidential Information only to its employees, contractors, and advisers who need to know it for those purposes and who are bound by equivalent confidentiality obligations, and is responsible for any breach by its personnel or contractors.
6.1.3Confidentiality obligations apply to all information relating to the other party's business, clients, pricing, and technical architecture, and the Provider's obligations extend to all Client Data whether or not marked confidential. The Client must ensure all Authorised Users comply with this clause.
6.2.1The confidentiality obligations in clause 6.1 do not apply to information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was lawfully in the Receiving Party's possession before disclosure, as shown by its written records; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is lawfully obtained from a third party without breach of any confidentiality obligation.
6.2.2The burden of proving an exception rests on the Receiving Party, and partial disclosure does not affect the confidentiality of the remainder.
6.3.1If required by law, regulation, or court order to disclose Confidential Information, the Receiving Party will, to the extent legally permitted, promptly notify the Disclosing Party and cooperate with its efforts to seek a protective order, and will disclose only the minimum necessary. This is particularly relevant for law-firm Clients who may need to assert privilege over compelled disclosures.
6.4.1On termination of these Terms and Conditions, or at any time on the Disclosing Party's request, the Receiving Party will promptly return or (at the Disclosing Party's election) destroy all Confidential Information in its possession, including all copies, and provide written certification, subject to the Provider's data deletion obligations in clause 5.6.
7.1.1All Intellectual Property Rights in the Service, including the software, algorithms, source code, user interface, design, Documentation, and any modifications, enhancements, or derivative works, are and remain the exclusive property of the Provider or its licensors, and nothing in these Terms and Conditions transfers any of them to the Client.
7.1.2The licence granted under clause 3.1 is limited to using the Service in accordance with these Terms and Conditions and does not include any right to access the underlying software, source code, or proprietary technology. The Provider reserves all rights not expressly granted.
7.1.3The Client must notify the Provider immediately of any actual or suspected infringement of the Provider's Intellectual Property Rights, and the Provider may pursue all available remedies. Any improvements to the Service suggested by the Client are owned by the Provider under clause 7.3.
7.2.1All Intellectual Property Rights in Client Data remain the exclusive property of the Client or its licensors, and the Provider acquires no ownership rights in Client Data (including any legal documents or work product) by providing the Service. The limited licence under clause 5.1.2 does not transfer any Intellectual Property Rights in Client Data.
7.2.2The Client retains the right to use its own documents and data outside the Service without restriction, its pre-existing Intellectual Property Rights are unaffected, and the Client may request confirmation that no Client Data has been used beyond the scope of that licence.
7.3.1The Client may provide feedback, suggestions, or ideas regarding the Service, and the Provider may use, implement, and incorporate them into the Service or its other products without any obligation to compensate or attribute the Client. To the extent necessary, the Client grants the Provider a perpetual, irrevocable, worldwide, royalty-free licence to use and exploit any Intellectual Property Rights in that feedback, and waives any moral rights in it.
7.3.2The Client represents that its feedback does not infringe third-party rights. The Provider has no obligation to implement any feedback and may disclose aggregated feedback in marketing materials without identifying the Client.
7.4.1The Provider represents that it has the necessary rights and licences to provide the Service, including any Third-Party Services incorporated into or used by the Service.
7.5.1Neither party may use the other party's trademarks, trade names, logos, or branding without the prior written consent of the other party, except that the Client grants the Provider the right to use and display the Client's name and logo on the Provider's website and in marketing materials for the purpose of identifying the Client as a customer of the Service. Any such use is limited to factual statements identifying the Client as a customer.
8.1.1The Provider warrants that: (a) it has the right and authority to enter into these Terms and Conditions and to grant the licence under clause 3.1; (b) the Service will be provided in a professional and workmanlike manner in accordance with industry standards; (c) it will comply with all applicable laws in providing the Service; (d) it has entered into the Zero Data Retention Agreement with Google and that Client Data transmitted to Gemini Flash 2.5 is not retained or used for model training (relying on Google's compliance); and (e) it maintains the insurance described in clause 11 and applies appropriate background checks and confidentiality training to its personnel. These warranties are given to the best of the Provider's knowledge after due inquiry, are the only warranties given by the Provider, and replace all other express or implied warranties; the Provider makes no warranty regarding the accuracy of AI-generated labels beyond the technical accuracy of the processing.
8.2.1The Provider makes no warranties regarding Third-Party Services, including Gemini Flash 2.5, Microsoft Azure, or any other third-party software or infrastructure. The Client's use of Third-Party Services is subject to the relevant third-party terms, the Provider accepts no responsibility for Third-Party Services, and it will pass through any third-party warranties to the extent permitted.
8.3.1Except for the warranties in clause 8.1, and to the maximum extent permitted by New Zealand law, the Provider excludes all other warranties, representations, and guarantees (express, implied, or statutory), including any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement, and does not warrant that the Service is suitable for the Client's purposes, will achieve any particular result, or that AI-generated outputs will be accurate, complete, or error-free. The Client is solely responsible for reviewing and verifying all outputs, and all risk associated with use during the Beta Phase remains with the Client.
8.4.1The Client warrants that: (a) it has the right and authority to enter into these Terms and Conditions; (b) it has all necessary rights and consents to upload and process Client Data through the Service; (c) Client Data does not and will not infringe the rights of any third party; (d) Client Data does not and will not contain viruses, malware, or malicious code; and (e) it will use the Service only for lawful purposes and in compliance with all applicable laws and professional obligations. The Client also warrants that it maintains appropriate professional indemnity insurance and that Authorised Users are trained in the proper use of AI tools in legal practice; these warranties are continuing, the Client must notify the Provider immediately if any becomes untrue, and breach of any Client warranty is a material breach of these Terms and Conditions.
9.1.1The Provider's total aggregate liability to the Client for all claims arising out of or in connection with these Terms and Conditions, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will not exceed the total amount of Subscription Fees paid by the Client to the Provider in the three-month period immediately preceding the event giving rise to the liability.
9.1.2Each claim or series of related claims will be treated as a single claim for the purposes of the cap, the cap is calculated excluding GST, and it applies regardless of the number of claims or the legal theory relied upon.
9.2.1To the maximum extent permitted by law, the Provider will not be liable to the Client for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, revenue, or business opportunities; loss of anticipated savings or business; loss of use, data, or goodwill; loss of or damage to reputation; or any other economic loss, whether or not foreseeable. This exclusion applies whether the claim is based in contract, tort (including negligence), breach of statutory duty, or any other theory, and regardless of whether the Provider was advised of the possibility of such damages.
9.2.2The exclusion does not apply to direct costs of data recovery reasonably incurred. The Client is best placed to mitigate indirect losses through its own backup and risk-management practices, waives any right to claim indirect or consequential loss against the Provider, and this exclusion survives termination of these Terms and Conditions.
9.3.1Nothing in these Terms and Conditions excludes or limits the Provider's liability for: (a) death or personal injury caused by the Provider's negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded under New Zealand law, including under the Consumer Guarantees Act 1993 to the extent it applies (noting the Service is acquired for business purposes, to which that Act does not apply).
9.3.2The limitations do not apply to liability arising from wilful misconduct or from a breach of the confidentiality obligations in clause 6.
9.3.3Any liability not excluded remains subject to the overall cap in clause 9.1 to the extent permitted by law.
9.4.1The Client will indemnify, defend, and hold harmless the Provider from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of: (a) the Client's breach of these Terms and Conditions; (b) the Client's use of the Service in violation of applicable laws; (c) any claim that Client Data infringes the Intellectual Property Rights or other rights of any third party; or (d) any claim arising from the Client's negligence or wilful misconduct.
9.4.2The Client's indemnity extends to claims brought by its own clients relating to the use of the Service.
9.4.3The Client must maintain adequate insurance to support its indemnity obligations, and the Provider may set off any amounts owed under this indemnity against Fees payable. The Provider will notify the Client promptly of any claim triggering this indemnity, the Client may participate in the defence at its own expense, and the indemnity survives termination of these Terms and Conditions.
10.1.1The Provider will provide reasonable technical support during Normal Business Hours via the notified support email address, covering account setup, access and functionality issues, and general usage questions; support excludes training, customisation, and legal or professional assistance, and is provided in English only. During the Beta Phase, support is best-efforts with no guaranteed response times (though the Provider will use reasonable endeavours to respond within 2 Business Days), a knowledge base is available, and priority support may be offered under the Custom Firm-Wide Option.
10.2.1The Provider may perform scheduled maintenance (using reasonable efforts to give notice and work outside Normal Business Hours) and may deploy updates, patches, and enhancements at any time, with critical security updates deployed as soon as practicable. Updates may change functionality or appearance and the Provider need not maintain backward compatibility; the Client may be required to install minor updates, and the Provider will provide release notes for material updates.
11.1.1The Provider will obtain and maintain, at its own cost, appropriate insurance for the operation of the Service, including professional indemnity insurance, cyber liability insurance (covering data breaches and security incidents, including breach notification and remediation costs), and public liability insurance.
12.1.1These Terms and Conditions commence on the Commencement Date and continue until terminated in accordance with this clause 12, automatically renewing on a month-to-month basis in accordance with clause 3.5 unless terminated.
12.2.1Either party may terminate these Terms and Conditions for any reason or no reason by providing the other party with at least 7 days' written notice.
12.2.2Termination takes effect at the end of the notice period and does not affect accrued rights or obligations. If the Client terminates, it remains liable for all Subscription Fees up to the effective date, with no refund for the remainder of the then-current Billing Period.
12.2.3The Provider may terminate for convenience where it decides to discontinue the Service entirely, giving as much additional notice as reasonably practicable. On the effective date, the Client must cease using the Service, the Provider will disable Account access, and both parties must continue to comply with surviving clauses.
12.3.1Either party may terminate these Terms and Conditions with immediate effect by written notice if the other commits a material breach that is either not remedied within 14 days of written notice requiring its remedy, or is incapable of remedy. Any termination notice must specify the grounds.
12.3.2Material breaches include: by the Client, non-payment of Fees beyond 30 days of the due date, breach of the use restrictions in clause 3.4, or breach of the confidentiality obligations in clause 6; and by the Provider, prolonged unavailability of the Service for more than 30 consecutive days (excluding scheduled maintenance) or material breach of the data security obligations in clause 5.3.
12.3.3The non-breaching party must act reasonably in deciding whether to terminate, and the parties will attempt to resolve any alleged material breach through the dispute resolution process in clause 15 before terminating. The Provider may suspend the Service during any cure period. Termination for material breach is in addition to any other remedies and does not preclude claims for damages.
12.4.1Either party may terminate these Terms and Conditions with immediate effect by written notice if the other becomes insolvent, enters liquidation or receivership (voluntary or involuntary), makes an arrangement with creditors, or ceases to carry on business. This is without prejudice to any rights arising from the insolvency event itself.
12.5.1On termination for any reason: the Client's right to access and use the Service immediately ceases; the Provider will cease providing the Service and deprovision the Client's account, dealing with Account Data in accordance with clause 5.6; and all outstanding Fees become immediately due and payable. The Provider does not retain document content (Client Data), which is processed in real time and not stored.
12.5.2Termination does not affect accrued rights or liabilities. The Provider will issue a final invoice within 14 days, all licences terminate automatically, and the Client must return or destroy all Documentation and Confidential Information.
12.5.3Clauses that by their nature are intended to survive termination continue in effect, including clauses 5 (Client Data and Privacy), 6 (Confidentiality), 7 (Intellectual Property Rights), 9 (Liability and Indemnification), and 15 (Dispute Resolution). The parties will cooperate to ensure an orderly wind-down, and the Provider may retain aggregated anonymised data for analytical purposes.
13.1.1The Provider may amend, modify, or update these Terms and Conditions at any time, and will give the Client at least 30 days' written notice of any major material change (being any variation that significantly adversely affects the Client's rights or increases its obligations), providing a redline comparison on request. Non-material changes (such as corrections or clarifications that do not substantively alter the parties' rights or obligations) may be made without notice.
14.1.1These Terms and Conditions (including any schedules or annexures expressly incorporated by reference) constitute the entire agreement between the parties regarding their subject matter and supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written. Each party acknowledges that it has not relied on any representation, warranty, or undertaking not expressly set out in these Terms and Conditions and has had the opportunity to obtain legal advice, but nothing in this clause excludes liability for fraudulent misrepresentation.
14.1.2No variation is effective unless in writing and signed by both parties and clearly identified as a variation, and these Terms and Conditions apply to the exclusion of any standard terms published by either party.
14.2.1All notices must be in writing and are deemed validly given: (a) if delivered personally, on the date of delivery; (b) if sent by email to the address notified by the receiving party, on the date of transmission provided no delivery-failure notification is received; or (c) if sent by prepaid post to the notified address, three Business Days after posting. Notices relating to termination or material breach must be sent by both email and post, and legal notices must be marked "Legal Notice" in the subject line.
14.3.1The Client may not assign, transfer, or novate any rights or obligations under these Terms and Conditions without the Provider's prior written consent (not to be unreasonably withheld where the assignee has equivalent financial standing and technical capability). The Provider may assign to an Affiliate or to a successor entity in connection with a corporate restructure, merger, or sale of business, on at least 30 days' written notice and provided the assignee agrees to be bound; assignment does not release the assigning party from accrued liabilities.
14.3.2The Provider may engage subcontractors to perform its obligations but remains responsible for their performance and must ensure they comply with the data security and confidentiality provisions of these Terms and Conditions. Before any assignment involving data processing, the Provider will give the Client an opportunity to review the assignee's data protection policies.
14.4.1No failure or delay in exercising any right or remedy operates as a waiver, nor does any single or partial exercise preclude any further exercise. A waiver of one breach is not a waiver of any subsequent breach, and all waivers must be in writing and signed to be effective.
14.5.1If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, severed, with the remaining provisions continuing in full force. The parties will negotiate in good faith to replace any severed provision with a valid one achieving the original commercial intent.
14.6.1Neither party will be liable for any failure or delay in performing its obligations to the extent caused by a "Force Majeure Event", being any event beyond a party's reasonable control, including acts of God, war, terrorism, civil unrest, government action, labour disputes, pandemics, fire, flood, earthquake, or failure of public utilities or telecommunications networks.
14.6.2The affected party must promptly notify the other, use reasonable efforts to mitigate, and resume performance as soon as practicable. Payment obligations are not excused except where the event prevents payment itself, and the Provider is not relieved of its data security obligations.
14.6.3If a Force Majeure Event continues for more than 60 days, either party may terminate on written notice. This clause is interpreted in accordance with New Zealand common law principles relating to frustration and force majeure.
14.7.1The parties are independent contractors. These Terms and Conditions do not create any partnership, joint venture, agency, employment, or fiduciary relationship, and neither party may bind the other without prior written consent.
14.8.1These Terms and Conditions are for the benefit of the parties only and confer no rights on any third party; a person who is not a party has no right to enforce any term under the Contracts (Privity) Act 1982 or otherwise. This does not affect any rights arising under the Privacy Act 2020 in relation to personal information.
14.9.1These Terms and Conditions may be executed in any number of counterparts, each of which is deemed an original and all of which together constitute one instrument. Electronic signatures and PDF signature pages will be treated as original signatures, and these Terms and Conditions may be executed and delivered electronically.
14.10.1Any provision that by its nature or express terms is intended to survive termination or expiry survives.
14.11.1Each party bears its own costs of negotiating, preparing, and performing these Terms and Conditions.
14.12.1Each party shall comply with all applicable anti-bribery and anti-corruption laws, including the Crimes Act 1961. Neither party shall offer, give, or agree to give any bribe or inducement in connection with these Terms and Conditions.
15.1.1If a dispute arises out of or in connection with these Terms and Conditions, the parties will first attempt to resolve it by good faith negotiations between senior representatives with authority to settle. Either party may initiate the process by written notice setting out the nature of the dispute, and within 10 Business Days the senior representatives will meet (in person or by video conference) to attempt resolution.
15.2.1Any dispute not resolved under clause 15.1 will be referred to and finally resolved by arbitration under the Arbitration Act 1996, conducted in accordance with the current New Zealand Arbitration Rules. The arbitration will be conducted by a single arbitrator appointed by agreement of the parties or, failing agreement within 14 days of a request for arbitration, by the Chair of the Arbitrators' and Mediators' Institute of New Zealand (AMINZ) or their nominee.
15.2.2The seat of arbitration is Wellington, New Zealand, and the proceedings will be conducted in English. The arbitrator may grant any remedy a New Zealand court could grant, the award is final and binding, and judgment may be entered in any court of competent jurisdiction. Each party bears its own costs and the parties share the arbitrator's fees equally unless the arbitrator determines otherwise.
15.3.1Notwithstanding the requirement to arbitrate, either party may seek interim or injunctive relief from a court of competent jurisdiction to preserve the status quo or to prevent irreparable harm pending the resolution of the dispute by arbitration. This includes applications for orders protecting Confidential Information or preventing unauthorised use of Intellectual Property Rights.
15.4.1The parties will keep confidential the existence of any dispute, the negotiation and arbitration proceedings, and the outcome of any arbitration, except as required by law or to enforce any award. This obligation survives termination of these Terms and Conditions and applies to all materials created for the dispute resolution process.
16.1.1These Terms and Conditions are governed by and construed in accordance with the laws of New Zealand, which govern all questions relating to their interpretation, validity, performance, and enforcement.
16.2.1Subject to the arbitration provisions in clause 15.2, the parties submit to the non-exclusive jurisdiction of the courts of New Zealand for any proceeding relating to these Terms and Conditions (including applications for interim relief under clause 15.3), and irrevocably waive any objection to venue in those courts on the basis of inconvenient forum or otherwise.
17.1.1By creating an Account, accessing the Service, or clicking "I Accept" or a similar button or checkbox, the Client agrees to be bound by these Terms and Conditions, and electronic acceptance creates a binding legal agreement with the same effect as a signed paper document. The person accepting on behalf of the Client warrants that they have authority to bind the Client, and the Client must ensure that only authorised personnel accept.
17.2.1The Provider is currently Stratos Technology Partners Limited (NZBN 9429031150002).
17.2.2If the operation of Docxedo is transferred to a separate legal entity, the Provider will give the Client at least 30 days' notice, and the new entity will assume all rights and obligations under these Terms and Conditions (subject to clause 14.3.2) and provide evidence of appropriate insurance and financial standing. The change does not affect the Client's rights under these Terms and Conditions.